<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 3, 1999
REGISTRATION NO. 333-________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
PEREGRINE SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-3773312
(State or other jurisdiction 12670 HIGH BLUFF DRIVE (IRS Employer
of incorporation or SAN DIEGO, CALIFORNIA 92130 Identification Number)
organization) (858) 481-5000
(Address, including zip code, and telephone
number, including area code, of Registrant's
principal executive offices)
1994 STOCK OPTION PLAN
(Full title of the plan(s))
-------------------
RICHARD T. NELSON
VICE PRESIDENT, SECRETARY,
AND GENERAL COUNSEL
PEREGRINE SYSTEMS, INC.
12670 HIGH BLUFF DRIVE
SAN DIEGO, CA 92130
(858) 481-5000
(Name, address, and telephone number, including area code, of agent for service)
-------------------
Copy to:
DOUGLAS H. COLLOM, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(650) 493-9300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED (1) SHARE (2) PRICE FEE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value
To be issued under the 1994 Stock Option Plan 1,882,788 shares $29.5625 $55,659,920.25 $15,473.46
- ----------------------------------------------------------------------------------------------------------------------
TOTAL 1,882,788 SHARES $29.5625 $55,659,920.25 $15,473.46
======================================================================================================================
</TABLE>
(1) Pursuant to Rule 429 of the Securities Act of 1933, as amended (the
"Securities Act"), the prospectus delivered to participants under the
Registrant's 1994 Stock Option Plan also relates to 12,293,500 shares
initially registered under Form S-8 Registration Statement Nos. 333-37105,
333-44699, and 333-65541.
(2) Computed in accordance with Rule 457(h) and 457(c) under the Securities
Act. Such computation is based on the estimated exercise price of $29.5625
per share covering the authorized but unissued shares under the Company's
1994 Stock Option Plan being registered hereunder. The estimated exercise
price of $29.5625 per share was computed in accordance with Rule 457 by
averaging the high and low bid prices of shares of Common Stock of the
Company as reported in the Nasdaq National Market on August 2, 1999.
<PAGE>
The contents of the Registrant's Registration Statements on Form
S-8/S-3 as filed with the Commission on October 3, 1997 (File No. 333-37105),
on May 22, 1998 (File No. 333-44699) and on October 9, 1998 (File No.
333-65541) (the "Prior Form S-8s") are incorporated herein by reference.
Unless otherwise specified, capitalized terms herein shall have the meanings
ascribed to them in such Prior Form S-8s.
The Company is registering 1,882,788 shares of its Common Stock (all
share amounts herein reflect the Company's two-for-one stock split effected
as a stock dividend which occurred on February 12, 1999) under this
Registration Statement all of which are reserved for issuance under the
Company's 1994 Stock Option Plan, as amended (the "1994 Plan"). Under the
Prior Form S-8s, the Company registered 12,293,500 shares of its Common Stock
that had been or were eligible to be issued under the 1994 Plan.
II-1
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati,
Professional Corporation
10.3(a)* 1994 Stock Option Plan, as amended through
July 1998
10.3(b)* 1995 Stock Option Plan for French Employees
(a supplement to the 1994 Stock Option Plan)
23.1 Consent of Arthur Andersen LLP, Independent
Public Accountants (relating to financial
statements of Peregrine Systems, Inc.)
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (See page (II-4))
</TABLE>
* Incorporated by reference to the Company's Registration Statement on Form
S-8 filed October 9, 1998, as amended (File No. 333-65541).
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Diego, State of California, on
this 3rd day of August 1999.
PEREGRINE SYSTEMS, INC.
By: /s/ DAVID A. FARLEY
----------------------------------------
David A. Farley
Senior Vice President, Finance and
Administration and Chief Financial Officer
By: /s/ MATTHEW C. GLESS
----------------------------------------
Matthew C. Gless
Vice President, Finance and
Principal Accounting Officer
II-3
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David A. Farley and Richard T. Nelson,
and each of them, as his or her attorney-in-fact, with full power of
substitution in each, for him or her in any and all capacities to sign any
amendments to this Registration Statement on Form S-8, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitutes, may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ STEPHEN P. GARDNER President and Chief Executive Officer August 3, 1999
- --------------------------- (Principal Executive Officer) and Director
Stephen P. Gardner
/s/ DAVID A. FARLEY Senior Vice President, Finance and Administration August 3, 1999
- --------------------------- and Chief Financial Officer (Principal Financial
David A. Farley Officer) and Director
/s/ JOHN J. MOORES Chairman of the Board of Directors August 3, 1999
- ---------------------------
John J. Moores
/s/ CHRISTOPHER A. COLE Director August 3, 1999
- ---------------------------
Christopher A. Cole
/s/ RICHARD A. HOSLEY, II Director August 3, 1999
- ---------------------------
Richard A. Hosley, II
/s/ CHARLES E. NOELL, III Director August 3, 1999
- ---------------------------
Charles E. Noell, III
/s/ NORRIS VAN DEN BERG Director August 3, 1999
- ---------------------------
Norris van den Berg
/s/ THOMAS G. WATROUS, SR. Director August 3, 1999
- ---------------------------
Thomas G. Watrous, Sr.
/s/ MATTHEW GLESS Principal Accounting Officer August 3, 1999
- ---------------------------
Matthew Gless
</TABLE>
II-4
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
EXHIBITS
----------------------------------
Registration Statement on Form S-8
Peregrine Systems, Inc.
August 3, 1999
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI]
August 3, 1999
Peregrine Systems, Inc.
12670 High Bluff Drive
San Diego, California 92130
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed
by you with the Securities and Exchange Commission on or about August 3, 1999
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, for an aggregate of 1,882,788 shares of
your Common Stock issuable under the Peregrine Systems, Inc. 1994 Stock
Option Plan. Such shares of Common Stock are referred to herein as the
"Shares," and the Plan is referred to herein as the "Plan." As your counsel
in connection with this transaction, we have examined the proceedings taken
and are familiar with the proceedings proposed to be taken by you in
connection with the issuance and sale of the Shares pursuant to the Plan.
It is our opinion that, when issued and sold in the manner described
in the Plan and pursuant to the agreements which accompany each grant under
the Plan, the Shares will be legally and validly issued, fully-paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement, and further consent to the use of our name wherever
appearing in the Registration Statement and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our reports
dated April 26, 1999 included in Peregrine Systems, Inc.'s Form 10-K for the
year ended March 31, 1999 and to all references to our Firm included in this
Registration Statement.
/s/ ARTHUR ANDERSEN, LLP
ARTHUR ANDERSEN, LLP
San Diego, California
August 3, 1999
